Directors Report of Chandan Healthcare Ltd.
Your Directors have pleasure in presenting the company''s 23rd Board Report on the business and operations of the
Company along with the Audited Balance Sheet and Profit & loss Account for the year ended 31st March 2026.
FINANCIAL YEAR 2025-26 AT GLANCE
The Financial results of the Company for Financial year have been summarized herein below for the reference of the
members:
(Amount in ''Lakhs'')
|
PARTICULARS |
STANDALONE |
CONSOLIDATED |
||
|
F.Y. 2025-26 |
F.Y. 2024-25 |
F.Y. 2025-26 |
F.Y. 2024-25 |
|
|
Revenue from |
15,664.73 |
12,916.42 |
27,639.44 |
23,012.08 |
|
Other Income |
412.50 |
204.89 |
427.85 |
293.51 |
|
Total Income |
16,077.23 |
13,121.31 |
28,067.29 |
23,305.59 |
|
Less: Total Expenses |
11,021.61 |
9,305.62 |
22,382.92 |
18,966.96 |
|
Profit before |
5,055.62 |
3,815.69 |
5,684.37 |
4,338.63 |
|
Less: Depreciation |
951.43 |
642.24 |
977.98 |
674.48 |
|
Less: Finance Cost |
442.89 |
356.90 |
588.19 |
457.60 |
|
Profit Before |
3,661.30 |
2 ,816.55 |
4,118.20 |
3,206.55 |
|
Less: Extraordinary & |
270.97 |
- |
291.54 |
- |
|
Profit before tax |
3,390.33 |
2 ,816.55 |
3,826.66 |
3,206.55 |
|
Less: Current Tax |
780.51 |
683.00 |
903.83 |
813.44 |
|
Less: Earlier Years Tax |
30.48 |
17.14 |
30.48 |
17.14 |
|
Less: Deferred tax |
45.21 |
38.61 |
36.99 |
24.34 |
|
Profit after Tax |
2,534.13 |
2 ,077.80 |
2,855.36 |
2,351.63 |
The Total Revenue for the year ended, March 31, 2026 was INR 16,077.23 lakhs as compared to INR 13,121.31 lakhs
during the previous year ended March 31, 2025. The Profit after tax for the year ended March 31, 2026 was INR 2,534.13
lakhs as compared to INR 2 ,077.80 lakhs.
Your Directors are committed to achieve higher revenues and profits for its stakeholders in the coming year and hence
are in the continuous process of developing new products and tailor-made services for its customers.
The above figures are extracted from the Financial Statements prepared in accordance with generally accepted
accounting Principles in India. The applicable mandatory Accounting Standards as amended specified under section 133
of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 of India have been followed in
preparation of these financial statements and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
("SEBI Listing Regulations"), as amended.
The Company is in the growth phase and expanding organically as well as inorganically. In order to save the profit earned
during the year for future expansion of the Company, your directors do not recommend any dividend for the financial
year ended March 31, 2026.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION
AND PROTECTION FUND
There was no amount outstanding to be an Unclaimed Dividend to Investor Education and Protection Fund during the
FY 2025-2026.
Your Directors do not propose to transfer any amount to General Reserves.
BRIEF DESCRIPTION OF THE STATE OF THE COMPANY''S AFFAIRS
The Company is engaged in the business of providing pathology and radiology diagnostic services and retail pharmacy
services. There has been no change in the nature of the business of the Company during the year under review.
During the year the Company recorded growth across all its principal service lines. The Company operates through a
network of comprehensive diagnostic units, standalone laboratories, radiology centres, collection points and franchise
centres, supported by central reference laboratories at Lucknow (Uttar Pradesh) and Haldwani (Uttarakhand). Services
are delivered through three channels - retail (B2C), institutional partnerships (B2B) and government public-private
partnership contracts (B2G).
Key operating parameters of the Company''s network as at the close of the year under review are set out in the
Management Discussion and Analysis Report annexed to this Report as Annexure VI.
The Company has contracted with a large number of smaller laboratories to perform tests on their behalf using its
technology and equipment base, and continues to enhance service quality through its patient feedback programme and
an in-house quality team applying current industry quality controls. The Company is pursuing both vertical and
horizontal expansion.
CHANGE IN NAME AND STATUS OF THE COMPANY
During the year under review, pursuant to the listing of the equity shares of the Company on the NSE Emerge Platform,
the Corporate Identification Number (CIN) of the Company was changed from U85110UP2003PLC193493 to
L85110UP2003PLC193493.
The Board further clarifies that there has been no change in the name of the Company. The change is limited to the
Corporate Identification Number (CIN), consequent upon the change in the listing status of the Company.
ISSUE OF FULLY CONVERTIBLE WARRANTS
During the year under review, the Board of Directors approved the issuance of up to 44,50,000 Fully Convertible
Warrants on a preferential basis, each carrying a right to subscribe to or be converted into one fully paid-up equity share
of the Company having a face value of Rs.10/- each, at an issue price of Rs.234/- per warrant (including premium),
aggregating up to Rs.104.13 crore, in accordance with the provisions of the Companies Act, 2013 and Chapter V of the
SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended. The warrants are convertible into
equity shares within a period of 18 months from the date of allotment, subject to the terms and conditions of the issue.
Subsequently, on February 3, 2026, the Board allotted 44,50,000 Fully Convertible Warrants to the identified allottees
on a preferential basis. The proceeds of the preferential issue are proposed to be utilized towards pursuing strategic
business opportunities, funding the Company''s growth and expansion plans, and meeting general corporate purposes.
The successful completion of the preferential issue reflects the confidence reposed by the investors and stakeholders
in the Company''s long-term growth strategy and business prospects.
STATEMENT OF DEVIATION(S) OR VARIATION(S)
Pursuant to Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with
the applicable SEBI Circulars, the Company has submitted the Statement of Deviation(s) or Variation(s) in respect of the
utilisation of proceeds raised through the Initial Public Offer ("IPO") and the Preferential Issue of Fully Convertible
Warrants.
During the year under review, there was no deviation or variation in the utilisation of the proceeds from either the IPO
or the Preferential Issue from the objects stated in the respective offer documents and shareholders'' approval. The
Audit Committee has reviewed the utilisation of the proceeds and confirmed that the funds have been utilised in
accordance with the approved objects.
The utilisation of the IPO proceeds as on 31 March 2026 is summarised below:
|
PARTICULARS |
ORIGINAL ALLOCATION (RS. IN LAKHS) |
AMOUNT UTILISED (RS. IN LAKHS) |
|
Setting up of New Flagship Diagnostic |
3,281.58 |
1,627.01 |
|
Setting up of Central Reference |
710.23 |
710.23 |
|
PARTICULARS |
ORIGINAL ALLOCATION (RS. IN LAKHS) |
AMOUNT UTILISED (RS. IN LAKHS) |
|
Setting up of Central Reference |
710.11 |
710.11 |
|
General Corporate Purposes |
1,672.45 |
1,672.45 |
|
Issue Related Expenses |
670.27 |
670.27 |
|
Total |
7,044.64 |
5,390.07 |
Further, pursuant to the preferential issue of 44,50,000 Fully Convertible Warrants aggregating to Rs.10,413.00 Lakhs,
the Company had utilised Rs.1,217.54 Lakhs towards the object of Business Expansion as on 31 March 2026 and
Rs.475.54 Lakhs towards the General Corporate Purposes. No amount had been utilised towards the object of
Acquisitions during the year. There was no deviation or variation in the utilisation of the proceeds from the approved
objects. The balance issue proceeds are receivable upon conversion of the warrants in accordance with the terms of
issue.
As on March 31, 2026, the share of the Company held in demat form represents 98.85% of the total issued and paid-
up capital of the Company.
The Company ISIN No. is INE0B2N01016.
M/s. KFin Technologies Limited act as the Registrar and Share Transfer Agent of the Company.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH
HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL
STATEMENTS RELATE AND THE DATE OF THE REPORT
Except as otherwise disclosed elsewhere in this Report, there have been no material changes or commitments affecting
the financial position of the Company which have occurred between the end of the financial year to which the financial
statements relate and the date of this Report.
ALTERATION OF MEMORANDUM AND ARTICLES OF
ASSOCIATION
During the year under review, the shareholders approved the increase in the Authorised Share Capital of the Company
and, consequently, Clause V (Capital Clause) of the Memorandum of Association of the Company was altered.
|
SL. NO. |
DATE OF EXTRAORDINARY |
INCREASE IN AUTHORISED SHARE CAPITAL |
|
|
From (Rs.) |
To (Rs.) |
||
|
1 |
November 06, 2025 |
25,00,00,000 |
30,00,00,000 |
Accordingly, the Authorised Share Capital of the Company stands increased from Rs.25,00,00,000 (Rupees Twenty-Five
Crore Only) divided into 2,50,00,000 equity shares of Rs.10 each to Rs.30,00,00,000 (Rupees Thirty Crore Only) divided
into 3,00,00,000 equity shares of Rs.10 each to facilitate future fund raising, and the Capital Clause of the Memorandum
of Association was amended accordingly.
During the Financial Year 2025-26, Chandan Healthcare Projects Private Limited was incorporated as a Wholly Owned
Subsidiary of the Company. Accordingly, it became a subsidiary of the Company during the year under review. Further,
no company ceased to be a Subsidiary or Associate of the Company during the Financial Year 2025-26.
The Company had the following subsidiaries [as defined under Section 2(87) of the Companies Act, 2013] as on 31 March
2026:
|
S.NO |
NAME |
STATUS SUBSIDIARY |
DATE OF BECOMING |
DATE OF CEASING AS |
|
1 |
Indra Diagnostic Centre |
Subsidiary Company |
30/06/2017 |
- |
|
2 |
Chandan Diagnostic |
Subsidiary Company |
31/03/2017 |
- |
|
3 |
Chandan Pharmacy |
Subsidiary Company |
26/02/2022 |
- |
|
4 |
Chandan Healthcare |
Subsidiary Company |
08/03/2026 |
- |
Pursuant to the first proviso to Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, a
statement containing the salient features of the financial statements of the subsidiary companies in Form AOC-1 is
annexed to this Report as Annexure IX and forms part of it.
Report on the performance and financial position of the subsidiaries
Pursuant to Rule 8(1) of the Companies (Accounts) Rules, 2014, a report on the performance and financial position of
each of the subsidiaries is set out below:
(Rs. in Lakhs)
|
NAME OF THE |
TURNOVER |
PROFIT / (LOSS) |
PROFIT / (LOSS) |
TOTAL ASSETS |
% HOLDING |
|
Indira Diagnostic |
â |
(0.93) |
(0.93) |
37.07 |
100.00 |
|
Chandan Pharmacy |
12,022.02 |
437.38 |
322.28 |
6,807.76 |
53.56 |
|
Chandan Diagnostic |
- |
(0.13) |
(0.13) |
48.69 |
67.99 |
|
Chandan Healthcare Operations had not commenced as of March 31, 2026. Projects Private Limited |
|||||
Chandan Pharmacy Limited, which operates the Group''s retail pharmacy business, was the principal contributor to
consolidated turnover among the subsidiaries during the year. Indira Diagnostic Centre & Blood Bank Limited and
Chandan Diagnostic Limited did not record turnover during the year and reported marginal losses arising from routine
maintenance costs.
In terms of Section 136 of the Act, the audited financial statements of the subsidiary companies are available on the
website of the Company and will be provided to any member on request. The financial statements of the subsidiaries
are open for inspection by the members.
⢠Authorized Capital
The Authorized share Capital of the Company, as at closure of financial year 2025-26, was INR 3,000.00 Lakhs divided
into 3,00,00,000 Equity Shares of INR 10.00 each.
⢠Issued, Subscribed & Paid-up Capital
The Issued, Subscribed and Paid-up Share Capital of the Company as at 31 March 2026 stood at Rs.2,445.21 Lakhs,
comprising 2,44,52,064 Equity Shares of face value Rs.10/- each.
During the year under review, there was no change in the Issued, Subscribed and Paid-up Share Capital of the Company.
However, the Company allotted 44,50,000 Fully Convertible Warrants on a preferential basis in accordance with the
provisions of the Companies Act, 2013 and the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.
The warrants are convertible into an equivalent number of equity shares within 18 months from the date of allotment,
subject to the terms and conditions of the issue. Accordingly, the amount received towards the warrants has been
disclosed under "Money Received Against Share Warrants" in the financial statements.
During the year under review, following changes took places in paid-up capital of the Capital:
⢠Buy Back of Securities:
Company has not bought back any of its securities during the year under review.
⢠Sweat Equity:
Company has not issued any Sweat Equity Shares during the year under review.
⢠Rights Issue:
During the year under review, there was no Right issue of shares by the company.
⢠Bonus Issue:
Company has not issued any Bonus Shares during the year under review.
⢠Preferential Issue of Fully Convertible Warrants:
During the year under review, the Company allotted 44,50,000 Fully Convertible Warrants on a preferential basis at an
issue price of Rs.234 per warrant, aggregating to Rs.104.13 Crore, in accordance with the provisions of the Companies
Act, 2013 and Chapter V of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.
Each warrant is convertible into one fully paid-up equity share of face value Rs.10/- each within a period of 18 months
from the date of allotment, subject to the terms and conditions of the issue. As on 31 March 2026, no warrants had
been converted into equity shares, and accordingly, there was no change in the Issued, Subscribed and Paid-up Share
Capital of the Company on account of the said allotment.
Regular meetings of the Board are held, inter-alia, to review and discuss the various businesses that require the approval
of the Board. Additional Board meetings are convened, as and when required, to discuss and decide on various business
policies, strategies and other businesses. The Board meetings are generally held at registered office of the Company.
During the year under review, Board of Directors of the Company met 11 (Eleven) times, viz
|
MONTH |
NO. OF MEETINGS |
DATES |
|
HELD |
||
|
April 2025 |
0 |
- |
|
May 2025 |
1 |
27 May |
|
MONTH |
NO. OF MEETINGS |
DATES |
|
June 2025 |
0 |
- |
|
July 2025 |
0 |
- |
|
August 2025 |
1 |
5 August |
|
September 2025 |
1 |
5 September |
|
October 2025 |
1 |
10 October |
|
November 2025 |
1 |
14 November |
|
December 2025 |
1 |
31 December |
|
January 2026 |
2 |
20 January, 31 January |
|
February 2026 |
3 |
3 February, 14 February, 26 February |
|
March 2026 |
0 |
- |
The gap between two consecutive meetings was not more than one hundred and twenty days as provided in section
173 of the Companies Act, 2013.
ATTENDANCE OF DIRECTORS AT THE BOARD MEETINGS
As per standard 9 of the Secretarial Standard on Meetings of the Board of Directors (''SS-1'') issued by the Institute of
Company Secretaries of India (''ICSI''), the attendance of Directors at Board meetings held during the financial year 2025¬
26 are as under:
|
SI. NO. |
NAME OF DIRECTOR |
NO. OF BOARD MEETING ATTENDED |
|
1 |
Mr. Amar Singh |
11 |
|
2 |
Mr. Vinay Lamba |
11 |
|
3 |
Mrs. Asmita Singh |
11 |
|
4 |
Mr. Amit Gupta |
9 |
|
5 |
Mr. Vinod Jain |
1 |
|
6 |
Mr. Brahma Nand Bhartiya |
1 |
During the year under review, the following General Meeting were held:
|
SI. NO. |
TYPE OF MEETING |
DATE OF MEETING |
TOTAL NUMBER OF |
ATTENDANCE |
|
|
Number of |
% of attendance |
||||
|
1. |
EGM |
06 November 2025 |
1358 |
23 |
1.69 |
|
3. |
AGM |
29 September 2025 |
1248 |
29 |
2.32 |
During FY 2025-26, 2 (two) meeting of Independent Directors were held without the presence of the Executive Directors
or Management Personnel on 04th August 2025 and 23rd February 2026. At such meeting, the Independent Directors
have discussed, among other matters, the challenges faced by the Company, growth strategies, flow of information to
the Board, strategy, leadership strengths, compliance, governance, HR related matters and performance of Executive
Directors.
|
SI. NO. |
DATE OF |
TOTAL NUMBER OF |
ATTENDANCE |
|
|
Number of members |
% of attendance |
|||
|
1. |
4 August, 2025 |
3 |
3 |
100 |
|
2. |
23 February, 2026 |
3 |
3 |
100 |
PARTICULARS OF DIRECTORS AND KEY MANAGERIAL
PERSONNEL
The Board received a declaration from all the Directors under Section 164 and other applicable provisions, if any, of the
Companies Act, 2013 that none of the Directors of the Company is disqualified under the provisions of the Companies
Act, 2013 (âAct") or under the SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015.
The Board of Directors of the Company, at present, comprises of 6 Directors, who have wide and varied experience in
different disciplines of corporate functioning. The present composition of the Board consists of two Managing Director,
one non- Executive Director and Three Non-Executive Independent Directors.
During the year under review, there was no change in the constitution of the Board of Directors of the Company. The
composition of the Board remained in compliance with the applicable provisions of the Companies Act, 2013 and the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 throughout the year.;
|
NAME |
DATE OF CHANGE |
DATE OF APPROVAL |
DATE OF APPROVAL SHAREHOLDERS |
NATURE OF CHANGE |
|
No Change |
||||
In accordance with the provisions of the Articles of Association of the Company and Section 152 of the Companies Act,
2013, Mrs. Asmita Singh (Managing Director), being liable to retire by rotation at the ensuing Annual General Meeting,
offers herself for re-appointment.
The Board recommends her re-appointment. The requisite resolution seeking shareholders'' approval forms part of the
Notice convening the ensuing Annual General Meeting.
In accordance with the provisions of Section 203 of the Companies Act, 2013, during the year under review and as on
the date of this Report, the following are the Key Managerial Personnel of the Company:
⢠Mr. Amar Singh - Managing Director
⢠Mrs. Asmita Singh - Managing Director
⢠Mr. Rajeev Nain - Chief Financial Officer, Company Secretary & Compliance Officer
There was no change in the Key Managerial Personnel of the Company during the Financial Year 2025-26.
In terms of Section 149 of the Companies Act, 2013 and rules made there under, the Company had three Non-Executive
Independent Directors in line with the Companies Act, 2013. Further, all of the Independent Directors of the Company
had registered themselves in the Independent Directors'' Data Bank.
Separate meetings of Independent Directors were held on 4 August, 2025 and 23 February, 2026, to review the
performance of Non-Independent Directors, the Board as a whole, and the performance of the Chairperson of the
Company, including the assessment of the quality, quantity, and timeliness of the flow of information between the
Company management and the Board.
The terms and conditions of appointment of Independent Directors and Code for Independent Director are incorporated
on the website of the Company at www.chandandiagnostic.com.
DECLARATION BY INDEPENDENT DIRECTOR
The Company has received necessary declaration from each independent director under Section 149(7) of the
Companies Act, 2013 that they meet the criteria of independence laid down in Section 149(6) of the Companies Act,
2013and the rules made thereunder and Listing Regulations.
All the Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs
("MCA"). Further, as per the declarations received, all the Independent Directors of Company have either passed or were
exempted to clear online proficiency test as per the first proviso to Rule 6(4) of the MCA Notification dated October 22,
2019 and December 18, 2020.
Accordingly, the Company has taken on record, the Statement of Declaration of Independence, as submitted by all the
Independent Directors.
In the opinion of the Board of Directors, all Independent Directors of the Company fulfils the conditions specified in the
Act and Rules made thereunder.
The Company has in place a structured Familiarisation Programme for its Independent Directors in accordance with the
requirements of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015. At the time of their appointment, the Independent Directors are familiarised with the Company''s business model,
organisational structure, operations, industry dynamics, regulatory framework, governance practices, roles, rights,
responsibilities and duties under the applicable laws.
The Company also conducts periodic presentations and interactive sessions to update the Independent Directors on the
Company''s business performance, strategic initiatives, operational developments, risk management framework,
regulatory changes and other significant matters. Senior management personnel make presentations to the Board and
its Committees to enable the Independent Directors to gain a comprehensive understanding of the Company''s
operations and the environment in which it operates.
These familiarisation programmes facilitate meaningful participation by the Independent Directors in the deliberations
of the Board and its Committees and assist them in effectively discharging their fiduciary and statutory responsibilities.
The details of the Familiarisation Programme for Independent Directors are available on the website of the Company
at www.chandandiagnostic.com.
The Board has constituted various Committees in accordance with the provisions of the Companies Act, 2013 and the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI
Listing Regulations"), wherever applicable.
During the year under review, the Company continued to strengthen its corporate governance framework. Although
certain provisions relating to Corporate Governance under Regulations 17 to 27, clauses (b) to (i) of sub-regulation (2)
of Regulation 46 and Paras C, D and E of Schedule V of the SEBI Listing Regulations were not mandatorily applicable to
the Company for the year under review, the Company voluntarily adopted and complied with the applicable corporate
governance requirements to uphold high standards of transparency, accountability and governance.
The Board has ensured compliance with the applicable provisions of the Companies Act, 2013, including the
appointment of Independent Directors (including a Woman Independent Director) and the constitution of the
mandatory Board Committees. The Board functions either directly or through its committees, which oversee specific
areas of governance and operations and discharge their responsibilities in accordance with their respective terms of
reference.
As on March 31, 2026, the following Committees of the Board were in place:
⢠Audit Committee
⢠Nomination and Remuneration Committee
⢠Stakeholders'' Relationship Committee
⢠Corporate Social Responsibility Committee
COMPOSITION OF COMMITTEE, MEETING AND ATTENDANCE
OF EACH MEMBER AT MEETINGS
The Board has constituted various Committees in accordance with the applicable provisions of the Companies Act, 2013
and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
("SEBI Listing Regulations"), wherever applicable. These Committees function within their respective terms of reference
approved by the Board and assist the Board in discharging its responsibilities effectively.
During the financial year under review, there was no change in the composition of the Audit Committee, Nomination
and Remuneration Committee, Stakeholders'' Relationship Committee and Corporate Social Responsibility Committee.
The composition of the Committees remained in compliance with the applicable provisions of the Companies Act, 2013
and the SEBI Listing Regulations, wherever applicable.
1. Audit Committee
The Audit Committee is constituted in accordance with the provisions of Section 177 of the Companies Act, 2013. The
Committee assists the Board in discharging its oversight responsibilities with regard to the integrity of the Company''s
financial statements, internal financial controls, risk management systems, internal and statutory audit processes,
compliance with legal and regulatory requirements, related party transactions and the adequacy of internal control
systems. The Committee also reviews the financial reporting process to ensure that the financial statements are
accurate, complete and presented with transparency and integrity.
During the financial year under review, 5 (five) Audit Committee Meeting(s) were held.
|
NAME OF MEMBER |
CATEGORY |
DESIGNATION |
MEETINGS HELD |
ELIGIBLE TO |
ATTENDED |
|
Amit Gupta |
Independent Director |
Chairman |
5 |
5 |
5 |
|
Brahma Nand |
Independent Director |
Member |
5 |
5 |
5 |
|
Vinod Jain |
Independent Director |
Member |
5 |
5 |
5 |
|
Amar Singh |
Managing Director |
Member |
5 |
5 |
5 |
All recommendations made by the Audit Committee during the year were accepted by the Board of Directors.
The Company Secretary and Compliance Officer acts as the Secretary to the Committee.
2. Nomination and Remuneration Committee
The Nomination and Remuneration Committee ("NRC") has been constituted pursuant to the provisions of Section 178
of the Companies Act, 2013. The Committee is responsible for identifying and recommending persons qualified to
become Directors and Key Managerial Personnel, formulating the criteria for determining qualifications, positive
attributes and independence of Directors, recommending remuneration policies for Directors, Key Managerial
Personnel and Senior Management Personnel, evaluating the performance of the Board, its committees and individual
Directors, and overseeing succession planning.
During the financial year under review, 2 (Two) Nomination and Remuneration Committee Meeting(s) were held.
|
NAME OF MEMBER |
CATEGORY |
DESIGNATION |
MEETINGS HELD |
ELIGIBLE TO |
ATTENDED |
|
Brahma Nand |
Independent Director |
Chairman |
2 |
2 |
2 |
|
Amit Gupta |
Independent Director |
Member |
2 |
2 |
2 |
|
Vinod Jain |
Independent Director |
Member |
2 |
2 |
2 |
|
Vinay Lamba |
Non-Executive Director |
Member |
2 |
2 |
2 |
The Company Secretary and Compliance Officer acts as the Secretary to the Committee.
3. Stakeholders'' Relationship Committee
The Stakeholders'' Relationship Committee has been constituted in accordance with the provisions of Section 178 of the
Companies Act, 2013. The Committee oversees and resolves the grievances of shareholders and other security holders,
including matters relating to transfer and transmission of securities, dematerialisation, issue of duplicate share
certificates, non-receipt of annual reports, dividends and other investor service matters. The Committee also reviews
measures taken for effective exercise of voting rights and initiatives for strengthening investor relations.
During the financial year under review, 1 (one) Stakeholders'' Relationship Committee Meeting(s) were held.
|
NAME OF MEMBER |
CATEGORY |
DESIGNATION |
MEETINGS HELD |
ELIGIBLE TO |
ATTENDED |
|
Vinay Lamba |
Non-Executive Director |
Chairman |
1 |
1 |
1 |
|
Amar Singh |
Managing Director |
Member |
1 |
1 |
1 |
|
Brahma Nand |
Independent Director |
Member |
1 |
1 |
1 |
|
Vinod Jain |
Independent Director |
Member |
1 |
1 |
1 |
The Company Secretary and Compliance Officer acts as the Secretary to the Committee.
4. Corporate Social Responsibility Committee
The Corporate Social Responsibility ("CSR") Committee has been constituted in accordance with the provisions of
Section 135 of the Companies Act, 2013. The Committee is responsible for formulating and recommending the
Corporate Social Responsibility Policy to the Board, recommending the amount of expenditure to be incurred on CSR
activities, monitoring the implementation of approved CSR projects and programmes, and ensuring compliance with
the applicable statutory requirements relating to Corporate Social Responsibility.
During the financial year under review, 1 (one) Corporate Social Responsibility Committee Meeting(s) were held.
|
NAME OF MEMBER |
CATEGORY |
DESIGNATION |
MEETINGS HELD |
ELIGIBLE TO |
ATTENDED |
|
Amar Singh |
Managing Director |
Chairman |
1 |
1 |
1 |
|
Brahma Nand |
Independent Director |
Member |
1 |
1 |
1 |
|
Vinay Lamba |
Non-Executive Director |
Member |
1 |
1 |
1 |
The Company Secretary and Compliance Officer acts as the Secretary to the Committee.
The terms of reference of the aforesaid Committees are in line with the applicable provisions of the Companies Act,
2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, wherever applicable, and are
reviewed by the Board from time to time to ensure continued effectiveness and regulatory compliance.
POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION
The Board, based on the recommendation of the Nomination and Remuneration Committee, has framed a policy for
the selection and appointment of Directors and Senior Management Personnel and their remuneration.
The Company''s policy relating to the Directors appointment, payment of remuneration and discharge of their duties is
available on the website of the Company at https://chandandiagnostic.com/.
Pursuant to the provisions of the Companies Act, 2013and the corporate governance requirements as prescribed by
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (âSEBI Listing
Regulations"). peer evaluation of all Board members, annual performance evaluation of their own performance, as well
as the evaluation of the work of Board''s Committees was undertaken.
The evaluation process was as follows:
⢠Evaluation Criteria
This evaluation is led by the Chairman of the Nomination and Remuneration Committee with a specific focus on the
performance and effective functioning of the Board and its Committees. The evaluation process, inter alia, considers
attendance of Directors at Board and committee meetings, acquaintance with business, communication inter se board
members, the time spent by each of the Board members, core competencies, personal characteristics, accomplishment
of specific responsibilities and expertise.
⢠Performance Evaluation of the individual directors including Independent Directors
The Chairman of the Nomination and Remuneration Committee conducted the evaluation process, inter alia, based on
attendance of Directors at Board and committee meetings, acquaintance with business, communication inter se board
members, the time spent by each of the Board members, core competencies, personal characteristics, accomplishment
of specific responsibilities and expertise.
The report on the performance evaluation of the Individual Directors was reviewed by the Board and feedback was
given to the Directors. The performance of each director was satisfactory.
⢠Board of Directors
The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of
the criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning
etc.
⢠Performance Evaluation of the Committee
The performance of the Committees was evaluated by the Board after seeking inputs from the Committee Members on
the basis of the criteria such as the composition of Committees, effectiveness of committee meetings, etc.
Outcome of Evaluation:
Board of the Company was satisfied with the functioning of the Board and its Committees. The Committees are
functioning well and besides covering the Committees'' terms of reference, as mandated by law, important issues are
brought up and discussed in the Committee meetings. The Board was also satisfied with the contribution of Directors,
in their individual capacities.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability,
confirm that:
⢠In preparation of annual accounts for the year ended March 31, 2026, the applicable accounting standards have
been followed and that no material departures have been made from the same;
⢠The Directors selected such accounting policies and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company
at the end of the financial year and of the profit or loss of the Company for that year;
⢠The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
⢠The Directors had prepared the annual accounts for the year ended March 31, 2026 on going concern basis.
⢠The Directors have laid down the internal financial controls to be followed by the Company and that such Internal
Financial Controls are adequate and were operating effectively; and
⢠The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that
such systems were adequate and operating effectively
⢠The Board confirms that the cost records have been prepared, reviewed, and approved as per applicable Cost
Accounting Standards and are adequate for audit.
Statutory Auditors
Pursuant to Section 139 of the Act, M/s. MSNT & Associates LLP, Chartered Accountants (Firm Registration No.
018542C), were appointed as the Statutory Auditors of the Company for a term of five consecutive years, to hold office
from 1 April 2023 until 31 March 2028.
Pursuant to Section 141 of the Act and the rules made thereunder, the Company has received a certificate from the
Statutory Auditors, together with their peer review certificate, confirming that they are eligible to continue in office and
are not disqualified in any manner from continuing as Statutory Auditors.
The Auditors'' Report on the standalone and consolidated financial statements for the financial year ended 31 March
2026 does not contain any qualification, reservation, adverse remark or disclaimer. The notes to the accounts referred
to in the Auditors'' Report are self-explanatory and do not call for any further comments. The Auditors'' Report forms
part of this Annual Report.
Secretarial Auditors
Pursuant to Section 204 of the Act and the rules made thereunder, the Board appointed M/s. Umesh Kumar &
Associates, Practising Company Secretaries (Membership No. 21567, CP No. 8361, Peer Review No. 1895/2022), to
conduct the secretarial audit of the Company for the financial year 2025-26. The Secretarial Audit Report in Form MR-
3 is annexed to this Report as Annexure I.
The Secretarial Audit Report does not contain any qualification, reservation or adverse remark and therefore does not
call for any further comments.
The appointment of the Secretarial Auditor for a term of five consecutive financial years, and the placing of that
appointment before the members for approval, should be reviewed in the light of the amendments to Regulation 24A
of the SEBI Listing Regulations, to the extent applicable to the Company.
Internal Auditors
Pursuant to Section 138 of the Act read with the Companies (Accounts) Rules, 2014, the Company has appointed M/s.
Renu Agrawal & Co., Chartered Accountants (Firm Registration No. 018547C), as the Internal Auditors of the Company
for the financial year 2025-26.
The Internal Auditors carry out periodic internal audits of the Company''s operations, financial and accounting systems,
internal controls and compliance processes. The internal audit reports, together with the management''s responses and
corrective actions, are periodically reviewed by the Audit Committee, which monitors the adequacy and effectiveness
of the Company''s internal control framework and risk management systems.
Cost Auditors and Cost Records
The Company has maintained the cost records prescribed under Section 148(1) of the Act read with the Companies
(Cost Records and Audit) Rules, 2014, to the extent applicable.
The cost audit for the financial year ended 31 March 2026 is being conducted by M/s. Rahul Jain & Associates, Cost
Accountants (Firm Registration No. 101515), appointed as the Cost Auditors of the Company. The Cost Audit Report for
the financial year 2025-26 will be submitted by the Cost Auditors within the prescribed time and, upon receipt, the
Company will file the same with the Central Government within the statutory time limit.
Pursuant to Section 92 (3) read with Section 134 (3) (a) of the Companies Act, 2013, read with Rule 12 of the Companies
(Management and Administration) Rules, 2014, the Annual Return for the year ending on March 31, 2026 is available
on the Company''s website and can be accessed at https://chandandiagnostic.com/investors.php
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
UNDER SECTION 186 OF THE COMPANIES ACT, 2013
The particulars of loans given, investment made, or guarantee given or security provided and the purpose for which the
loan or guarantee or security is proposed to be utilized as per the provisions of Section 186 of the Companies Act, 2013
are disclosed in the notes to account to the financial statements for the FY 2025-26.
DISCLOSURE ON RELATED PARTY''S TRANSACTIONS
All Related Party transactions that were entered into during the FY 2025-2026 were on arm''s length basis and in the
ordinary course of business. There are no materially significant related party transactions made by the Company with
related parties which may have a potential conflict of interest with the company.
All the related party transactions are in compliance with the Accounting Standards issued by ICAI and further details are
mentioned in the notes of the Financial Statements.
All Related party transactions are placed before the Audit Committee for approval as per the Related Party Transactions
Policy of the Company as approved by the Board. The policy is also uploaded on the website of the Company & can be
accessed through the link https://www.chandandiagnostic.com.
Since, all the related party transactions that were entered into during the financial year 2025-2026 were on an arm''s
length basis and were in the ordinary course of business and there was no material related party transaction entered
by the Company during the year as per Related Party Transactions Policy, details are required to be provided in the
Form AOC-2 prescribed under clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies
(Accounts) Rules, 2014. Particulars of contracts or arrangements with related parties referred to in sub-section (1) of
section 188 in the prescribed form (Form AOC-2) are attached as "Annexure-II"
The details of the transaction with related parties are provided in the notes to accompanying
financial statements.
The Company is committed to maintaining high standards of Corporate Governance and continuously endeavors to
adopt and implement emerging best governance practices in the interest of all its stakeholders. Although the provisions
relating to Corporate Governance under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
are not mandatorily applicable to the Company in terms of Regulation 15(2), the Company has voluntarily adopted and
complied with the applicable Corporate Governance requirements. Accordingly, the Report on Corporate Governance
forms part of this Annual Report as "Annexure VII"
SEBI COMPLAINTS REDRESS SYSTEM (SCORES)
The investor complaints are processed in a centralized web-based complaints redress system. The salient features of
this system are centralized database of all complaints, online upload of Action Taken Reports\(ATRs) by the concerned
companies and online viewing by investors of actions taken on the complaint and its current status. Your Company has
been registered on SCORES and makes every effort to resolve all investor complaints received through SCORES or
otherwise within the statutory time limit from the receipt of the complaint. The Company has not received any
complaint on the SCORES during financial year 2025-26.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION,
FOREIGN EXCHANGE EARNINGS AND OUTGO
The details of conservation of energy, technology absorption, foreign exchange earnings and outgo stipulated under
Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed
herewith as "Annexure-IN" and the same forms part of this report.
The Company is not required to constitute a Risk Management Committee under Regulation 21 of the SEBI Listing
Regulations. However, pursuant to Section 134(3)(n) of the Act, the Company has in place a Risk Management Policy
which provides for the identification of elements of risk which, in the opinion of the Board, may threaten the existence
of the Company, together with risk assessment and minimisation procedures.
The risk management plan is reviewed by the Board from time to time and suitable changes are made as necessary. The
principal risks to which the Company is exposed, and the mitigation measures adopted, are discussed in the
Management Discussion and Analysis Report annexed as Annexure VI.
There has been no change in the nature of business of the Company in the Financial Year under review.
DISCLOSURE UNDER INSOLVENCY AND BANKRUPTCY CODE,
2016 (31 OF 2016)
During the year under review, neither any application was made nor is any proceeding pending against the Company
under the Insolvency and Bankruptcy Code, 2016.
CORPORATE SOCIALRESPONSIBILITY
Your Company''s CSR initiatives align with the core purpose afore stated by prioritizing in areas of skilling, education,
and environment sustainability. The Annual Report on CSR activities pursuant to the provisions of section 134 and 135
of the Act read with rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and rule 9 of the
Companies (Accounts) Rules, 2014 is annexed to this Directors'' Report as ''Annexure IV''.
The Chief Financial Officer of the Company has certified that the funds disbursed have been utilized for the purpose and
in a manner approved by the Board for FY 2026
The CSR policy is hosted on the Company''s website at www.chandandiagnostic.com.
WHISTLE BLOWER POLICY/ VIGIL MECHANISM
To meets the requirement under Section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of the SEBI
(Listing Obligation and Disclosure Requirement) Regulation, 2015, the Company has adopted a Vigil Mechanism/
Whistle Blower Policy with a view to provide a vigilance mechanism for the directors and employees of the Company to
raise concern of any violations of legal or regulatory requirements, incorrectness or misinterpretation of any financial
statements and reports etc. The purpose of this Policy is to encourage the Company''s directors and employees who
have concerns about suspected misconduct, to come forward and express these concerns without fear of punishment
or unfair treatment.
Likewise, under this policy, we have prohibited discrimination, retaliation or harassment of any kind against any
employee who, based on the employee''s reasonable belief that such conduct or practice have occurred or are occurring,
reports that information or participates in the said investigation. The Whistle Blower Policy is displayed on the
Company''s website at www.chandandiagnostic.com.
No individual in the Company has been denied access to the Audit Committee or its Chairman during the FY 2025-26
There were no instances of reporting under the Whistle Blower.
The Whistle Blower Policy of the Company is available on the website of the Company at www.chandandiagnostic.com.
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in
securities by the Directors and designated employees of the Company. The Code requires pre- clearance for dealing in
the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the designated
employees while in possession of unpublished price sensitive information in relation to the Company and during the
period when the Trading Window is closed. The Board is responsible for implementation of the Code. The Code is
displayed on the Company''s website at www.chandandiagnostic.com.
PROCEEDINGS INITIATED/PENDING AGAINST YOUR COMPANY
UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016
There are no proceedings initiated/pending against your Company under the Insolvency and Bankruptcy Code, 2016
which materially impact the Business of the Company.
DETAILS OF REPORTING OF FRAUD BY AUDITOR
There are no instances of Fraud/ Suspected Fraud committed against the Company by the Officers or employees of the
Company has been detected by the Auditor as required under Section 143(12) of the Companies Act, 2013 read with
Rule 13 of the Companies (Audit and Auditors) Rules, 2014.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
According to Section 134(5) (e) of the Companies Act, 2013 the term âInternal Financial Control (IFC)" means the policies
and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, The Company
believes that internal control is a necessary prerequisite of Governance and that freedom should be exercised within a
framework of checks and balances. The Company has a well-established internal control framework, which is designed
to continuously assess the adequacy, effectiveness and efficiency of financial and operational controls. The financial
control framework includes internal controls, delegation of authority procedures, segregation of duties, system access
controls and document filing and storage procedures.
The management is committed to ensure an effective internal control environment, commensurate with the size, scale
and complexity of the business, which provides an assurance on compliance with internal policies, applicable laws,
regulations and protection of resources and assets. The control system ensures that the Company''s assets are
safeguarded and protected and also takes care to see that revenue leakages and losses to the Company are prevented
and our income streams are protected. The control system enables reliable financial reporting. The Audit Committee
reviews adherence to internal control systems and internal audit reports.
They have been designed to provide reasonable assurance with regard to recording and providing reliable financial and
operational information, complying with applicable statutes, safeguarding assets from unauthorized use, executing
transactions with proper authorization and ensure compliance of corporate policies. It has continued its efforts to align
all its processes and controls with global best practices.
The Company has not accepted any deposits from Shareholders and Public falling within the ambit of Section 73 of the
Companies Act, 2013 and rules made there under. Hence, the directives issued by the Reserve Bank of India & the
Provision of Section 73 to 76 of the Company Act, 2013 or any other relevant provisions of the Act and the Rules there
under are not applicable.
There were no unclaimed or unpaid deposits as on 31st March, 2026.
Your Company has paid Annual Listing fees for the financial year 2025-2026 to National Stock Exchange of India Limited
(NSE) according to the prescribed norms and regulations. Company has also paid Annual Custody fee to National
Securities Depository Limited and Issuer fee to Central Depository Services (India) Limited for the financial year 2025¬
2026.
Commitment to ethical professional conduct is a must for every employee, including Board Members and Senior
Management Personnel of the Company. The Code is intended to serve as a basis for ethical decision-making in conduct
of professional work. The Code of Conduct enjoins that each individual in the organization must know and respect
existing laws, accept and provide appropriate professional views, and be upright in his conduct and observe corporate
discipline. The duties of Directors including duties as an Independent Director as laid down in the Companies Act, 2013
also form part of the Code of Conduct. All Board Members and Senior Management Personnel affirm compliance with
the Code of Conduct annually as "Annexure - V".
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management''s Discussion and Analysis Report for the year under review, as stipulated under regulation 34 (3) and
Part B of schedule V of the SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015 is annexed to this
Annual Report as "Annexure - VI".
DISCLOSURE ON SECRETARIAL STANDARDS
During the period under review, applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ''Meetings of the Board
of Directors'' and ''General Meetings'', respectively, issued by The Institute of Company Secretaries of India have been
duly followed by the Company and have devised proper systems to ensure compliance with the provisions of all
applicable Secretarial Standards and that such systems are adequate and operating effectively.
The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as Annexure VII and forms part of
this Report.
The statement containing names of top ten employees in terms of remuneration drawn and the particulars of
employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report.
Further, the report and the accounts are being sent to the Members excluding the aforesaid annexure. In terms of
Section 136 of the Act, the said annexure is opened for inspection in electronic form. Any Member interested in
obtaining a copy of the same may write to the Company Secretary.
DETAILS OF FRAUD REPORTED BY THE AUDITORS
During the year under review, the Statutory Auditors and Internal Auditor have not reported any instances of fraud
committed in the Company by its officers or employees.
DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE
VALUATION
There was no one time settlement by the Company with the Banks or Financial Institutions during the year under review,
thus, the details of difference between amount of the valuation done at the time of one-time settlement and the
valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof are not
applicable.
POLICY AGAINST SEXUAL HARASSMENT
Your Company has always believed in providing safe and harassment free workplace for every individual working in its
premises through various interventions and practices. The Company ensures that the work environment at all its
locations is conducive to fair, safe and harmonious relations between employees. It strongly believes in upholding the
dignity of all its employees, irrespective of their gender or seniority. Discrimination and harassment of any type are
strictly prohibited.
The Company has adopted a policy for Prevention, Prohibition and Redressal of Sexual Harassment of Women at
Workplace in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition
and Redressal) Act, 2013 (POSH Act). The Company has complied with the provisions relating to constitution of internal
complaints committee (ICC) under the POSH Act. All women employees are covered under this policy. ICC has been set
up to redress complaints received regarding sexual harassment.
An Internal Compliant Committee (ICC) is in place as per the requirements of the said Act to redress complaints received
regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this
policy. No case has been reported during the year under review.
The details of the complaints received during the year under review were as follows:
|
NO. OF COMPLAINTS PENDING AT THE BEGINNING OF THE |
0 |
|
No. of Complaints Received and Resolved during the year |
0 |
|
No. of Complaints Pending at the End of the Year |
0 |
STATEMENT ON COMPLIANCE WITH THE MATERNITY BENEFIT
ACT, 1961
The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all rules and amendments
made thereunder, during the financial year ended March 31, 2026.
EMPLOYEE DEMOGRAPHICS DISCLOSURE
As on March 31, 2026, the employee strength of the Company was as follows:
The above figures include all permanent employees of the Company as on the year-end.
|
GENDER |
NO. OF EMPLOYEES |
|
Male |
1050 |
|
Female |
375 |
|
Transgender |
0 |
|
Total |
1425 |
Your Company maintains a website www.chandandiagnostic.com where detailed information of the Company and
specified details in terms of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015 have been provided.
Your Directors state that no disclosure or reporting is required in respect of the following matters
as there were no transactions on these items during the year under review:
⢠Issue of equity shares with differential rights as to dividend, voting or otherwise.
⢠Issue of shares (including sweat equity shares) to employees of the Company under any scheme.
The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by
trustees for the benefit of employees.
Your Directors wish to place on record their gratitude for the valuable guidance and support rendered by the
Government of India, various State Government departments, Banks and stakeholders, including, but not limited to,
shareholders, customers and suppliers, among others. We place on record, our appreciation of the contribution made
by our employees at all levels.
The Directors take this opportunity to place on record their deep sense of appreciation for the total commitment,
dedication and hard work put in by the employees of the Company. Lastly, your directors are deeply grateful for the
continuous confidence and faith shown by the members of the Company.
For & On Behalf of Board of Directors
Chandan Healthcare Limited
SD/-
Asmita Singh
(Managing Director)
DIN:01098055
SD/-
Amar Singh
(Managing Director)
DIN:01096328
Date: 07/09/2026
Place: -Lucknow
"Your Director''s have great pleasure in presenting to you the 22nd Annual Report on the affairs of the Company together
with the Audited Accounts for the Financial year ended 31st March 2025. We would like to start by thanking all of our
investors and stakeholders for their continued support and faith in us; you are the reason for our successful IPO. In the
years ahead, we aspire to build on our legacy and reach major milestones together. The Board of Directors hereby
submits the report of the business and operations of Chandan Healthcare Limited ("the Company"), along with the
audited financial statements, for the financial year ended March 31, 2025 along with the reports of the Auditors thereon."
FINANCIAL YEAR 2024-25 AT GLANCE
The Financial results of the Company for Financial year have been summarized herein below for the reference of the
members:
(Amount in ''Lakhs'')
|
Particulars |
Standalone |
Consolidated |
||
|
F.Y. 2024-25 |
F.Y. 2023-24 |
F.Y. 2024-25 |
F.Y. 2023-24 |
|
|
Revenue from Operations |
12,916.42 |
9,987.48 |
23,012.08 |
17,659.01 |
|
Other Income |
131.03 |
99.57 |
205.14 |
122.18 |
|
Total Income |
13,047.45 |
10,087.05 |
23217.22 |
17,781.19 |
|
Less: Total Expenses before Depreciation, Finance |
9,231.83 |
7,443.55 |
18,878.74 |
15,019.49 |
|
Profit before Depreciation, Finance Cost and Tax |
3,815.62 |
2,643.50 |
4,338.48 |
2,761.70 |
|
Less: Depreciation |
642.24 |
336.07 |
674.48 |
340.40 |
|
Less: Finance Cost |
356.83 |
211.28 |
457.53 |
275.23 |
|
Profit Before Extraordinary & Exceptional Items and |
2 ,816.55 |
2,096.15 |
3206.47 |
2,146.07 |
|
Less: Extraordinary & Exceptional Items |
- |
- |
- |
- |
|
Profit before tax |
2 ,816.55 |
2,096.15 |
3206.47 |
2,146.07 |
|
Less: Current Tax |
700.14 |
490.68 |
830.58 |
510.56 |
|
Less: Earlier Years Tax |
- |
- |
- |
- |
|
Less: Deferred tax Liability (Asset) |
38.61 |
3.82 |
24.34 |
(0.07) |
|
Profit after Tax |
2 ,077.80 |
1601.65 |
2351.55 |
1635.58 |
The Total Revenue for the year ended, March 31, 2025 was INR 13,047.45 lakhs as compared to INR 10,087.05 lakhs during
the previous year ended March 31, 2024. The Profit after tax for the year ended March 31, 2025 was INR 2 ,077.80 lakhs as
compared to INR 1 ,601.65 lakhs.
Your Directors are committed to achieve higher revenues and profits for its stakeholders in the coming year and hence
are in the continuous process of developing new products and tailor-made services for its customers.
The above figures are extracted from the Financial Statements prepared in accordance with generally accepted
accounting Principles in India. The applicable mandatory Accounting Standards as amended specified under section
133 of the Companies Act, 2013 read with Rule 7 of the
Companies (Accounts) Rules, 2014 of India have been
followed in preparation of these financial statements and
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("SEBI Listing Regulations"), as amended.
DIVIDEND
The Company is in the growth phase and expanding
organically as well as inorganically. In order to save the
profit earned during the year for future expansion of
the Company, your directors do not recommend any
dividend for the financial year ended March 31, 2025.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR
EDUCATION AND PROTECTION FUND
There was no amount outstanding to be an Unclaimed
Dividend to Investor Education and Protection Fund during
the FY 2024-2025.
TRANSFER TO RESERVE
The Board has decided to retain the entire profit for the
year under review in the Statement of Profit & Loss, and no
amount has been transferred to any reserve
BRIEF DESCRIPTION OF THE STATE OF THE COMPANY''S
AFFAIRS
There is no change in company affairs or business by the
company during the period under review.
However, during the year Company has registered an
increase in the overall sales, for future years company
has target to increase the sales growth rate and will
concentrate more on profitable projects deriving more
value for the shareholders.
For this purpose, Company is planning for both vertical
and horizontal expansions.
Company has already contracted with hundreds of small
labs to perform test for them with latest technology and
equipment.
Company is constantly improving its service quality to
deliver best services and welcome suggestions from its
patients through its patient feedback program.
Company has in-house team of experts who constantly
work towards quality enhancements through application
of latest quality controls of the industry.
CHANGE IN NAME AND STATUS OF THE COMPANY
The application for change of the Corporate Identification
Number (CIN) has been filed with the Registrar of
Companies (RoC) and the change is pending approval,
to take effect upon the listing of the Company''s equity
shares on the NSE Emerge platform on February 17, 2025.
INITIAL PUBLIC ISSUE (IPO)
The Company has successfully completed the Initial
Public Offer (IPO). In the IPO, 67,52,000 Equity Shares of
Rs.10/- each was offered by the Company for subscription
at an issue price band of Rs 159/- per shares aggregating
to '' 10,698.84 Lakhs which was oversubscribed by 7.04
times. The issue was opened for subscription on February
10, 2025 and closed on February 12, 2025. The allotment
for Chandan Healthcare Limited IPO was finalized on
Thursday, February 13, 2025. The shares got listed on NSE
Emerge (SME) platform on February 17, 2025.
The Issue was made in accordance with SEBI (Issue of
Capital and Disclosure Requirements) Regulations, 2018,
as amended.
The success of IPO reflects the trust and confidence
of stakeholders in the Board and Management of the
Company.
STATEMENT OF DEVIATION(S) OR VARIATION(S)
In terms of Regulation 32 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 read with
SEBI Circular No. CFD/CMD1/162/2019 dated December 24,
2019 there was no deviation or variation in connection
with the terms of the objects of the issue mentioned in the
Prospectus dated February 12, 2025, in respect of the Initial
Public Offering of the Company.
During the Year under Review, the Company has fully
utilized the Proceeds Raised through IPO in the Following
manner and there is no deviation or variation in the use
of proceeds, from the objects as stated in the Prospectus.
|
Total IPO Proceeds (Allocated): |
|
|
Setting up of a new Flagship Diagnostic Centre in Jankipuram, Lucknow, Uttar Pradesh. |
3281.58 |
|
Setting up of a new Central Reference laboratory at Ayodhya, Uttar Pradesh |
710.23 |
|
Setting up of a new Central Reference laboratory at Ashiyana, Lucknow, Uttar Pradesh. |
710.11 |
|
General corporate purposes |
1698.19 |
|
Issue Expenses |
670.27 |
|
Total net proceeds of IPO |
7070.38 |
|
Statement of Utilization: (till 31.03.2025) |
|
|
Setting up of a new Flagship Diagnostic Centre in Jankipuram, Lucknow, Uttar Pradesh. |
490.6 |
|
Setting up of a new Central Reference laboratory at Ayodhya, Uttar Pradesh |
216.07 |
|
Setting up of a new Central Reference laboratory at Ashiyana, Lucknow, Uttar Pradesh. |
629.41 |
|
General corporate purposes |
1480.05 |
|
Issue Expenses |
637.52 |
|
Total |
3453.65 |
DEMATERIALISATION OF SHARES
During the year under review, the Company has entered into tripartite agreement for dematerialization of equity shares
with the KFin Technologies Limited, National Securities Depository Limited and Central Depository Services (India)
Limited. As on March 31, 2025, the share of the Company held in demat form represents 98.75% of the total issued and
paid- up capital of the Company.
The Company ISIN No. is INE0B2N01016.
M/s. KFin Technologies Limited act as the Registrar and Share Transfer Agent of the Company.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH
HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS
RELATE AND THE DATE OF THE REPORT
During the period after the close of the financial year and up to the date of this Report, the following material event has
occurred which has a bearing on the financial position of the Company:
The Company successfully completed its Initial Public Offer (IPO) of 67,52,000 equity shares of face value of S10/- each
at a price of S159/- per equity share (including premium), comprising an Offer for Sale (OFS) of 22,99,936 equity shares
aggregating to ^3,656.90 Lakhs.
The Issue was fully subscribed by the public and the allotment of equity shares was completed on 13th February, 2025.
Post the IPO, the equity shares of the Company are listed on the SME Platform of National Stock Exchange of India
Limited (NSE EMERGE), thereby enhancing the Company''s visibility, corporate governance framework, and access to
capital markets.
ALTERATION OF MEMORANDUM AND ARTICLES OF ASSOCIATION
The Authorized Share Capital of the Company has been increased, and consequently, the capital clauses of the
Memorandum of Association were amended by the shareholders;
|
SI. Date of Extra-ordinary General Meeting |
Increased in Authorized Capital |
|
1 August 13, 2024 |
24,00,00,000 25,00,00,000 |
SUBSIDARIES
During the Financial Year 2024-25, no company has newly become or ceased to be a Subsidiary or Associate of your
Company except as provided below.
Your Company had the following subsidiaries [as defined under Section 2(87) of the Companies Act, 2013] during the
Financial Year 2024-25:
|
S. No |
Name |
Status Subsidiary z/JV/ |
Date of becoming |
Date of ceasing as |
|
1 |
Indra Diagnostic Centre & |
Subsidiary Company |
30/06/2017 |
- |
|
2 |
Chandan Diagnostic |
Subsidiary Company |
31/03/2017 |
- |
|
3 |
Chandan Pharmacy |
Subsidiary Company |
26/02/2022 |
- |
SHARE CAPITAL
1. Authorized Capital
The Authorized share Capital of the Company, as at closure of financial year 2024-25, was INR 2,500.00 Lakhs
divided into 2,50,00,000 Equity Shares of INR 10.00 each.
2. Issued, Subscribed & Paid-up Capital
Issued, Subscribed & Paid-up share Capital of the Company as at closure of financial year 2024-25, was INR
2,445.21 Lakhs divided into 2,44,52,064 Equity Shares of INR 10 each.
Issued, Subscribed & Paid-up share Capital was increased from INR. 200,000,000 divided into 20,000,000 equity
shares of INR.10/''each to INR. 24,45,20,640 divided into 2,44,52,064 equity shares of INR.10/'' each.
During the year under review, following changes took places in paid-up capital of the Capital:
a. Buy Back of Securities:
Company has not bought back any of its securities during the year under review.
b. Sweat Equity:
Company has not issued any Sweat Equity Shares during the year under review.
c. Rights Issue:
During the year under review, there was no Right issue of shares by the company.
d. Bonus Issue:
Company has not issued any Bonus Shares during the year under review.
e. Initial Public Offer (IPO):
The Company came up with an Initial Public Offer of 67,52,000 equity shares of INR 10.00 each at a price band
of INR 159.00 per equity shares comprising offer for sale (OFS) of 22,99,936* Equity Shares of face value of g
10 each aggregating g 3,656.90 Lakhs. The said 67,52,000 equity shares were successfully subscribed by the
public and Company has made allotment of equity shares on February 13, 2025.
The entire Paid-up Equity shares of the Company were then listed at Emerge Platform of National Stock
Exchange of India Limited.
BOARD MEETING
Regular meetings of the Board are held, inter-alia, to review and discuss the various businesses that require the
approval of the Board. Additional Board meetings are convened, as and when required, to discuss and decide on
various business policies, strategies and other businesses. The Board meetings are generally held at registered office
of the Company.
During the year under review, Board of Directors of the Company met 19 (Nineteen) times, viz
ATTENDANCE OF DIRECTORS AT THE BOARD MEETINGS
As per standard 9 of the Secretarial Standard on Meetings of the Board of Directors (''SS-1'') issued by the Institute of
Company Secretaries of India (''ICSI''), the attendance of Directors at Board meetings held during the financial year
2024-25 are as under:
|
SI. No. |
Name of Director |
No. of Board Meeting attended |
|
1 |
Mr. Amar Singh |
19 |
|
2 |
Mr. Vinay Lamba |
19 |
|
3 |
Mrs. Asmita Singh |
19 |
|
4 |
Mr. Rishi Bhushan Kalia |
1 |
|
5 |
Mr. Sandeep Kumar Saraswat |
1 |
|
6 |
Mr. Amit Gupta |
3 |
|
7 |
Mr. Vinod Jain |
3 |
|
8 |
Mr. Brahma Nand Bhartiya |
3 |
GENERAL MEETING
During the year under review, the following General Meeting were held:
|
Month |
No. of Meetings held |
Dates |
|
April 2024 |
1 |
5 APRIL |
|
May 2024 |
0 |
- |
|
June 2024 |
1 |
1 JUNE |
|
July 2024 |
1 |
1 JULY |
|
August 2024 |
4 |
12 AUGUST, 19 AUGUST, 22 AUGUST, 26 AUGUST |
|
September 2024 |
3 |
12 SEPTEMBER, 24 SEPTEMBER, 28 SEPTEMBER, |
|
October 2024 |
1 |
18 OCTOBER |
|
November 2024 |
0 |
- |
|
December 2024 |
0 |
- |
|
January 2025 |
2 |
09 JANUARY, 10 JANUARY |
|
February 2025 |
5 |
1 FEBRUARY, 4 FEBRUARY, 12 FEBRUARY, 13 FEBRUARY, 20 |
|
March 2025 |
1 |
27 MARCH |
The gap between two consecutive meetings was not more than one hundred and twenty days as provided in section
173 of the Companies Act, 2013. A total of 17 (Seventeen) Board Meetings were held prior to the Listing, and a total of 02
(two) Board Meetings were held post Listing of the Company.
|
SI. No. |
Type of Meeting |
Date of Meeting |
Total Number of |
Attendance Number of % of attendance |
|
|
1. |
EGM |
29 APRIL 2024 |
58 |
46 |
79.31 |
|
2. |
EGM |
13 AUGUST 2024 |
58 |
46 |
79.31 |
|
3. |
AGM |
20 SEPTEMBER 2024 |
58 |
48 |
82.76 |
MEETING OF THE INDEPENDENT DIRECTORS
During FY 2024-25, 2 (two) meeting of Independent Directors were held without the presence of the Executive Directors
or Management Personnel on 16th April 2024 and 20th January 2025. At such meeting, the Independent Directors have
discussed, among other matters, the challenges faced by the Company, growth strategies, flow of information to the
Board, strategy, leadership strengths, compliance, governance, HR related matters and performance of Executive
Directors.
|
SI. |
Date of Independent |
Total Number of |
Attendance |
|
|
No. |
Directors Meeting |
Members associated as |
Number of members |
% of attendance |
|
1. |
16th April 2024 |
2 |
2 |
100 |
|
2. |
20th January 2025 |
3 |
3 |
100 |
PARTICULARS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board received a declaration from all the Directors under Section 164 and other applicable provisions, if any, of the
Companies Act, 2013 that none of the Directors of the Company is disqualified under the provisions of the Companies
Act, 2013 ("Act") or under the SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015.
The Board of Directors of the Company, at present, comprises of 6 Directors, who have wide and varied experience in
different disciplines of corporate functioning. The present composition of the Board consists of two Managing Director,
one non- Executive Director and Three Non-Executive Independent Directors, one among them is a women director.
During the year under review, following changes took place in the constitution of the Board of Directors;
|
Name |
Date of Change |
Date of Approval by |
Date of Approval by |
Nature of Change |
|
Vinay Lamba |
1 July, 2024 |
1 July, 2024 |
n/a |
Executive to Non¬ |
|
Rishi Bhushan Kalia |
12 August, 2024 |
12 August, 2024 |
13 August, 2024 |
Resignation from the |
|
Sandeep Kumar |
12 August, 2024 |
12 August, 2024 |
13 August, 2024 |
Resignation from the |
|
Amit Gupta |
12 August, 2024 |
12 August, 2024 |
13 August, 2024 |
Appointment as an |
|
Brahma Nand |
12 August, 2024 |
12 August, 2024 |
13 August, 2024 |
Appointment as an |
|
Vinod Jain |
12 August, 2024 |
12 August, 2024 |
13 August, 2024 |
Appointment as an |
In accordance with the provisions of the Articles of Association and Section 152 of the Companies Act, 2013, Mr. Amar
Singh (Managing Director), Mrs. Asmita Singh (Managing Director), and Mr. Vinay Lamba (Non-Executive Director) are
liable to retire by rotation at the ensuing Annual General Meeting and, being eligible, have offered themselves for re¬
appointment. They have consented to act as Directors, if so re-appointed.
Further,
* Effective 1st July 2024, Mr. Vinay Lamba''s designation was changed to Non-Executive Director.
* Effective 12th August 2024, Mr. Amit Gupta, Mr. Brahma Nand Bhartiya, and Mr. Vinod Jain were appointed as
Independent Directors of the company.
* Effective 12th August 2024, Mr. Sandeep Kumar Saraswat and Mr. Rishi Bhushan Kalia resigned as Independent
Directors of the company.
KEY MANAGERIAL PERSONNEL
In accordance with Section 203 of the Companies Act, 2013, during the year under review and as of the date of this
report, the Company has Mr. Amar Singh and Mrs. Asmita Singh serving as Managing Directors, and Mr. Rajeev Nain
serving as the Chief Financial Officer, Company Secretary, and Compliance Officer. All of them are designated as Key
Managerial Personnel in compliance with Section 203 of
the Companies Act, 2013.
INDEPENDENT DIRECTORS
In terms of Section 149 of the Companies Act, 2013
and rules made there under, the Company had three
Non-Executive Independent Directors in line with the
Companies Act, 2013. Further, all of the Independent
Directors of the Company had registered themselves in
the Independent Directors'' Data Bank.
Separate meetings of Independent Directors were held
on April 16, 2024, and January 20, 2025, to review the
performance of Non-Independent Directors, the Board
as a whole, and the performance of the Chairperson of
the Company, including the assessment of the quality,
quantity, and timeliness of the flow of information between
the Company management and the Board.
The terms and conditions of appointment of Independent
Directors and Code for Independent Director are
incorporated on the website of the Company at www.
chandandiagnostic.com.
DECLARATION BY INDEPENDENT DIRECTOR
The Company has received necessary declaration
from each independent director under Section 149(7)
of the Companies Act, 2013 that they meet the criteria
of independence laid down in Section 149(6) of the
Companies Act, 2013and the rules made thereunder and
Listing Regulations.
All the Independent Directors of the Company have
registered themselves with the Indian Institute of
Corporate Affairs ("IICA"). Further, as per the declarations
received, all the Independent Directors of Company
have either passed or were exempted to clear online
proficiency test as per the first proviso to Rule 6(4) of the
MCA Notification dated October 22, 2019 and December
18, 2020.
Accordingly, the Company has taken on record, the
Statement of Declaration of Independence, as submitted
by all the Independent Directors.
In the opinion of the Board of Directors, all Independent
Directors of the Company fulfils the conditions specified
in the Act and Rules made thereunder.
FAMILIARISATION PROGRAMMES
The Company familiarises its Independent Directors on
their appointment as such on the Board with the Company,
their roles, rights, responsibilities in the Company, nature of
the industry in which the Company operates, etc. through
familiarization programme. The Company also conducts
orientation programme upon induction of new Directors,
as well as other initiatives to update the Directors on
a continuing basis. The familiarisation programme for
Independent Directors is disclosed on the Company''s
website www.chandandiagnostic.com.
Accordingly, the Company has taken on record the
Statement of Declaration of Independence, as submitted
by all the Independent Directors.
In the opinion of the Board of Directors, all Independent
Directors of the Company fulfil the conditions specified in
the Act and Rules made thereunder.
COMMITTEES OF BOARD
Pursuant to an IPO, in addition to the applicable provisions
of the Companies Act, 2013 in respect to Corporate
Governance, provisions of the SEBI Listing Regulations are
also applicable on the Company.
Further, the requirement specified in regulations 17 to, 27
and clauses (b) to (i) of sub regulation (2) of regulation
46 and para C, D and E of Schedule V is not applicable
to the Company, although we require to comply with
requirement of the Companies Act, 2013 wherever
applicable. Company has complied with the corporate
governance requirement, particularly in relation to
appointment of independent directors including woman
director on the Board and also constitution of an Audit
Committee, Stakeholders Relationship Committee and
Nomination and Remuneration Committee. Board of
the Company functions either on its own or through
committees constituted thereof, to oversee specific
operational areas.
During the year under review, Company has constituted
the Audit Committee, Nomination & Remuneration
Committee and Stakeholder Relationship Committee
vide Board Resolution dated August 26, 2024
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders Relationship Committee
4. Corporate Social Responsibility Committee
COMPOSITION OF COMMITTEE, MEETING AND
ATTENDANCE OF EACH MEMBER AT MEETINGS
Pursuant to an IPO, in addition to the applicable provisions
of the Companies Act, 2013 in respect to Corporate Governance, provisions of the SEBI Listing Regulations are also
applicable on the Company.
1. Audit Committee
The Audit Committee of the Company is constituted in line with the provision of Section 177 of the Companies Act,
2013. The Audit Committee is constituted in line to monitor and provide effective supervision of the management''s
financial reporting process, to ensure accurate and timely disclosures, with the highest level of transparency,
integrity, and quality of Financial Reporting
During the Financial Year under review, five (5) meetings of the members of the Audit Committee were held. The
meetings took place on April 4, 2024; August 18, 2024; September 12, 2024; December 30, 2024; and January 30,
2025.
|
Name of Members |
Category |
Designation in |
Number of meetings during the financial year |
||
|
Held |
Eligible to |
Attended |
|||
|
Amit Gupta |
Independent Director |
Chairman |
4 |
4 |
4 |
|
Brahma Nand |
Independent Director |
Member |
4 |
4 |
4 |
|
Vinod Jain |
Independent Director |
Member |
4 |
4 |
4 |
|
Amar Singh |
Managing Director |
Member |
5 |
5 |
5 |
|
Rishi Bushan Kalia |
Independent Director |
Chairman |
1 |
1 |
1 |
|
Sandeep Kumar |
Independent Director |
Member |
1 |
1 |
1 |
Recommendations of Audit Committee, wherever/whenever given, have been accepted by the Board of Directors.
Company Secretary and Compliance Officer of the Company act as the secretary of the Committee.
2. Nomination and Remuneration Committee
The Nomination and Remuneration Committee of the Company is constituted with the provision of Section 178
of the Companies Act, 2013. The Nomination and Remuneration Committee recommends the appointment of
Directors and remuneration of such Directors.
The level and structure of appointment and remuneration of all Key Managerial personnel and Senior Management
Personnel of the Company, as per Remuneration policy, is also overseen by this Committee.
During the Financial Year under review 3 (Three) meetings of the members of the Nomination and Remuneration
Committee were held. The dates on which the said meetings were held on June 29, 2024, August 09, 2024, and
December 23, 2024:
|
Name of Members |
Category |
Designation in |
Number of meetings during the financial year |
||
|
Held |
Eligible to attend |
Attended |
|||
|
Rishi Bhushan Kalia |
Independent Director |
Chairman |
2 |
2 |
2 |
|
Sandeep Kumar |
Independent Director |
Member |
2 |
2 |
2 |
|
Name of Members |
Category |
Designation in |
Number of meetings during the financial year |
||
|
Held |
Eligible to attend |
Attended |
|||
|
Hari Shanker Dixit |
Non-Executive Director |
Member |
2 |
2 |
2 |
|
Amar Singh |
Director |
Member |
2 |
2 |
2 |
|
Amit Gupta |
Independent Director |
Member |
1 |
1 |
1 |
|
Brahma Nand |
Independent Director |
Chairman |
1 |
1 |
1 |
|
Vinod Jain |
Independent Director |
Member |
1 |
1 |
1 |
|
Vinay Lamba |
Non-Executive Director |
Member |
1 |
1 |
1 |
Company Secretary and Compliance Officer of the Company act as the secretary of the Committee.
3. Stakeholder''s Relationship Committee
The Company has a Stakeholders Relationship Committee of Directors in compliance with provisions of the
Companies Act, 2013 to look into the redressal of complaints of investors such as transfer or credit of shares, non¬
receipt of dividend/notices/annual reports, etc.
During the Financial Year under review 1 (One) meeting of the members of the Stakeholders Relationship Committee
was held. The dates on which the said meetings were held on March 26, 2025:
|
Name of |
Category |
Designation in |
Number of meetings during the financial year Held Eligible to attend Attended |
|
Vinay Lamba |
Non-Executive Director |
Chairman |
1 1 1 |
|
Amar Singh |
Managing Director |
Member |
1 1 1 |
|
Brahma Nand |
Independent Director |
Member |
1 1 1 |
|
Vinod Jain |
Independent Director |
Member |
1 1 1 |
4. Corporate Social Responsibility Committee*
During the Financial Year under review 2 (Two) meetings of the members of the Corporate Social Responsibility
Relationship Committee were held. The dates on which the said meetings were held on August 27, 2024, and
February 21, 2025:
|
Name of Members |
Category |
Designation in |
Number of meetings during the financial year |
||
|
Held |
Eligible to attend |
Attended |
|||
|
Amar Singh |
Managing Director |
Chairman |
2 |
2 |
2 |
|
Brahma Nand |
Independent Director |
Member |
2 |
2 |
2 |
|
Vinay Lamba |
Non-Executive Director |
Member |
2 |
2 |
2 |
* The Corporate Social Responsibility Committee is reconstituted, effective August 26, 2024.
During the year under review the following changes took place on the Committees of Board:
|
Existing members |
Revised members |
Date of Change |
|
1. Amar Singh (Managing Director) 2. Sandeep Kumar Saraswat 3. Rishi Bhushan Kalia (Independent |
1. Amit Gupta (Independent Director (Chairperson) 2. Brahma Nand Bhartiya Independent Director 3. Vinod Jain Independent Director (Member) 4. Amar Singh Managing Director (Member) |
26.08.2024 |
|
Nomination & Remuneration Committee |
||
|
Existing members |
Revised members |
Date of Change |
|
1. Amar Singh (Managing Director) 2. Hari Shankar Dixit (Non-executive 3. Sandeep Kumar Saraswat 4. Rishi Bhushan Kalia (Independent |
1. Brahma Nand Bhartiya (Independent Director 2. Amit Gupta Independent Director (Member) 3. Vinod Jain Independent Director (Member) 4. Vinay Lamba Non-Executive Director (Member) |
26.08.2024 |
POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION
The Board, based on the recommendation of the Nomination and Remuneration Committee, has framed a policy for
the selection and appointment of Directors and Senior Management Personnel and their remuneration.
The Company''s policy relating to the Directors appointment, payment of remuneration and discharge of their duties is
available on the website of the Company at https://chandandiagnostic.com/.
BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013and the corporate governance requirements as prescribed by
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 ("SEBI Listing
Regulations"). peer evaluation of all Board members, annual performance evaluation of their own performance, as well
as the evaluation of the work of Board''s Committees was undertaken.
The following evaluation process were as follows:
a. Evaluation Criteria
This evaluation is led by the Chairman of the Nomination and Remuneration Committee with a specific focus on the
performance and effective functioning of the Board and its Committees. The evaluation process, inter alia, considers
attendance of Directors at Board and committee meetings, acquaintance with business, communication inter se
board members, the time spent by each of the Board members, core competencies, personal characteristics,
accomplishment of specific responsibilities and expertise.
b. Performance Evaluation of the individual directors including Independent Directors
The Chairman of the Nomination and Remuneration Committee conducted the evaluation process, inter alia, based
on attendance of Directors at Board and committee meetings, acquaintance with business, communication inter
se board members, the time spent by each of the Board members, core competencies, personal characteristics,
accomplishment of specific responsibilities and expertise.
The report on the performance evaluation of the
Individual Directors was reviewed by the Board and
feedback was given to the Directors. The performance
of each director was satisfactory.
c. Board of Directors
The performance of the Board was evaluated by the
Board after seeking inputs from all the Directors on the
basis of the criteria such as the Board composition
and structure, effectiveness of Board processes,
information and functioning etc.
d. Performance Evaluation of the Committee
The performance of the Committees was evaluated
by the Board after seeking inputs from the
Committee Members on the basis of the criteria such
as the composition of Committees, effectiveness of
committee meetings, etc.
Outcome of Evaluation:
Board of the Company was satisfied with the functioning
of the Board and its Committees. The Committees are
functioning well and besides covering the Committees''
terms of reference, as mandated by law, important issues
are brought up and discussed in the Committee meetings.
The Board was also satisfied with the contribution of
Directors, in their individual capacities.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the provisions of the Companies Act, 2013
and the Rules made thereunder, the Company is
required to maintain cost records as specified under
Section 148(1) of the Act. However, the requirement of
cost audit is not applicable to the Company for the
financial year 2024-25.
a. In preparation of annual accounts for the year ended
March 31, 2025, the applicable accounting standards
have been followed and that no material departures
have been made from the same;
b. The Directors selected such accounting policies and
applied them consistently and made judgments and
estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the
Company at the end of the financial year and of the
profit or loss of the Company for that year;
c. The Directors had taken proper and sufficient care for
the maintenance of adequate accounting records in
accordance with the provisions of the Companies
Act, 2013, for safeguarding the assets of the Company
and for preventing and detecting fraud and other
irregularities;
d. The Directors had prepared the annual accounts
for the year ended March 31, 2025 on going concern
basis.
e. The Directors have laid down the internal financial
controls to be followed by the Company and that
such Internal Financial Controls are adequate and
were operating effectively; and
f. The Directors had devised proper systems to ensure
compliance with the provisions of all applicable laws
and that such systems were adequate and operating
effectively
g. The Board confirms that the cost records have been
prepared, reviewed, and approved as per applicable
Cost Accounting Standards and are adequate for
audit.
STATUTORY AUDITORS
Pursuant to the provisions of Section 139 of the Companies
Act, 2013, M/s. MSNT & Associates LLP, Chartered
Accountants (FRN: 018542C), were appointed as the
Statutory Auditors of the Company for a period of five
consecutive years, to hold office from April 1, 2023, until
March 31, 2028.
Further, pursuant to Section 141 of the Act and relevant
Rules prescribed there under, the Company has
received certificate from the Auditors along with peer
review certificate, that they are eligible to continue with
their appointment and that they are not disqualified in
any manner whatsoever from continuing as Statutory
Auditors.
The Financial Statements and the Auditor''s Report for
the financial year ended on March 31, 2025 are free
from any qualification, reservation, observation and
adverse remark; further the notes on accounts are self¬
explanatory. The Auditors'' Report is enclosed with the
Financial Statements in this Annual Report.
INDEPENDENT AUDITORS'' REPORT
The Statutory Auditors'' Report for the Financial Year 2024¬
25 is annexed to this Annual Report. The Statutory Audit
Report does not contain any qualification reservation or
adverse remark or disclaimer made by Statutory Auditors.
The notes to the accounts referred to in the Auditors''
Report are self-explanatory and, therefore, do not call for
any further comments.
SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the Companies
Act, 2013 and Rules made thereunder, the Company
had appointed m/s Umesh Kumar & Associates (FRN:
I2009DE661900, Membership No. 21567, CP No. 8361 & PR
No. 1895/2022), Practicing Company Secretary, to carry
out the Secretarial Audit of the Company for the FY 2024¬
25. The Secretarial Audit Report for FY 2024-25 is annexed
herewith marked as "Annexure I" to this Report.
The Secretarial Audit Report does not contain any
qualification, reservation or adverse remark, and,
therefore, does not call for any further comments.
INTERNAL AUDITORS
The Company was listed on February 17, 2025 and the
provisions in respect of Internal Audit became applicable
only from that date. The process for appointing the
internal auditor was initiated and pursuant to the
provisions of Section 138 of Companies Act, 2013 read with
the Companies (Accounts) Rules, 2014, the Company has
appointed M/s Renu Agrawal& Co. (FRN No. 018547C), as
Internal Auditor for the FY 2024-25.
COST AUDITORS
In accordance with Section 148 of the Companies Act, 2013
read with the Companies (Cost Records and Audit) Rules,
2014, the Company is required to maintain cost records
and get them audited for certain products/services.
Rahul Jain & Associates Cost Accountants, Ghaziabad
(Firm Registration No. 101515 were appointed as Cost
Auditors of the Company for the FY 2024-2025 to conduct
the audit of cost records in terms of section 148(3) read
with Companies (Audit and Auditors) Rules 2014.
COST AUDITOR''S REPORT HIGHLIGHTS
Pursuant to the provisions of the Companies Act, 2013 and
the Rules made thereunder, the Company is required to
maintain cost records as specified under Section 148(1)
of the Act. However, the requirement of cost audit is not
applicable to the Company for the financial year 2024-25.
EXTRACT OF ANNUAL RETURN
Pursuant to Section 92 (3) read with Section 134 (3)
(a) of the Companies Act, 2013, read with Rule 12 of the
Companies (Management and Administration) Rules,
2014, the Annual Return for the year ending on March 31,
2025 is available on the Company''s website and can be
accessed at www.chandandiagnostic.com.
RISK MANAGEMENT
The Company is not required to form a Risk Management
Committee. However, the Company has developed and
implemented a risk management policy for identifying
the risk associated with business of the Company and
measures to be taken by including identification of
elements of risk and measures to control them.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
UNDER SECTION 186 OF THE COMPANIES ACT, 2013
The particulars of loans given, investment made, or
guarantee given or security provided and the purpose
for which the loan or guarantee or security is proposed
to be utilized as per the provisions of Section 186 of the
Companies Act, 2013 are disclosed in the notes to account
to the financial statements for the FY 2024-25.
DISCLOSURE ON RELATED PARTY''S TRANSACTIONS
All Related Party transactions that were entered into
during the FY 2024-2025 were on arm''s length basis
and in the ordinary course of business. There are no
materially significant related party transactions made
by the Company with related parties which may have a
potential conflict of interest with the company.
All the related party transactions are in compliance with
the Accounting Standards issued by ICAI and further
details are mentioned in the notes of the Financial
Statements.
All Related party transactions are placed before the
Audit Committee for approval as per the Related Party
Transactions Policy of the Company as approved by the
Board. The policy is also uploaded on the website of the
Company & can be accessed through the link https://
chandandiagnostic.com.
Since, all the related party transactions that were entered
into during the financial year 2024-2025 were on an arm''s
length basis and were in the ordinary course of business
and there was no material related party transaction
entered by the Company during the year as per Related
Party Transactions Policy, details are required to be
provided in the Form AOC-2 prescribed under clause (h)
of sub-section (3) of section 134 of the Act and Rule 8(2)
of the Companies (Accounts) Rules, 2014. Particulars of
contracts or arrangements with related parties referred
to in sub-section (1) of section 188 in the prescribed form
(Form AOC-2) are attached as "Annexure-II"
The details of the transaction with related parties
are provided in the notes to accompanying financial
statements.
CORPORATE GOVERNANCE
Your company being responsible corporate citizen
provides utmost importance to best Corporate
Governance practices and always works in the
best interest of its stakeholders. Your Company has
incorporated the appropriate standards for corporate
governance, pursuant to the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015
As per regulation 15(2) of the Listing Regulation, the
Compliance with the Corporate Governance provisions
shall not apply in respect of the following class of the
Companies:
a. Listed entity having paid up equity share capital not
exceeding Rs.10 Crore and Net Worth not exceeding
Rs.25 Crore, as on the last day of the previous financial
year.
b. Listed entity which has listed its specified securities
on the SME Exchange.
Since, our Company falls within the ambit of aforesaid
exemption (b); hence compliance with the provision of
Corporate Governance shall not apply to the Company
and it does not form the part of the Annual Report for the
financial year 2024-2025.
SEBI COMPLAINTS REDRESS SYSTEM (SCORES)
The investor complaints are processed in a centralized
web-based complaints redress system. The salient
features of this system are centralized database of all
complaints, online upload of Action Taken Reports\(ATRs)
by the concerned companies and online viewing by
investors of actions taken on the complaint and its current
status. Your Company has been registered on SCORES
and makes every effort to resolve all investor complaints
received through SCORES or otherwise within the statutory
time limit from the receipt of the complaint. The Company
has not received any complaint on the SCORES during
financial year 2024-25.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION,
FOREIGN EXCHANGE EARNINGS AND OUTGO
The details of conservation of energy, technology
absorption, foreign exchange earnings and outgo
stipulated under Section 134(3)(m) of the Companies Act,
2013 read with Rule 8 of the Companies (Accounts) Rules,
2014 is annexed herewith as "Annexure-III" and the same
forms part of this report.
RISK MANAGEMENT POLICY
Pursuant Section 134(3)(n) of the Act, the Company has
in place a Risk Management Policy which provides for
the identification therein of elements of risk, which in the
opinion of the Board may threaten the existence of the
Company. The Policy further contains risk assessment
and minimization procedures.
The risk management plan is reviewed by the Board from
time to time and suitable changes are made as may be
necessitated.
CHANGE IN THE NATURE BUSINESS
There has been no change in the nature of business of the
Company in the Financial Year under review.
DISCLOSURE UNDER INSOLVENCY AND BANKRUPTCY
CODE, 2016 (31 OF 2016)
During the year under review, neither any application
was made nor is any proceeding pending against the
Company under the Insolvency and Bankruptcy Code,
2016.
CORPORATE SOCIALRESPONSIBILITY
Your Company''s CSR initiatives align with the core purpose
afore stated by prioritizing in areas of skilling, education,
and environment sustainability. The Annual Report on CSR
activities pursuant to the provisions of section 134 and 135
of the Act read with rule 8 of the Companies (Corporate
Social Responsibility Policy) Rules, 2014 and rule 9 of the
Companies (Accounts) Rules, 2014 is annexed to this
Directors'' Report as ''Annexure IV''.
The Chief Financial Officer of the Company has certified
that the funds disbursed have been utilized for the purpose
and in a manner approved by the Board for FY 2025
The CSR policy is hosted on the Company''s website
at www.chandandiagnostic.com.
WHISTLE BLOWER POLICY/ VIGIL MECHANISM
To meets the requirement under Section 177(9) and (10)
of the Companies Act, 2013 and Regulation 22 of the
SEBI (Listing Obligation and Disclosure Requirement)
Regulation, 2015, the Company has adopted a Vigil
Mechanism/ Whistle Blower Policy with a view to provide
a vigilance mechanism for the directors and employees
of the Company to raise concern of any violations
of legal or regulatory requirements, incorrectness or
misinterpretation of any financial statements and
reports etc. The purpose of this Policy is to encourage the
Company''s directors and employees who have concerns
about suspected misconduct, to come forward and
express these concerns without fear of punishment or
unfair treatment.
Likewise, under this policy, we have prohibited
discrimination, retaliation or harassment of any kind
against any employee who, based on the employee''s
reasonable belief that such conduct or practice have
occurred or are occurring, reports that information or
participates in the said investigation. The Whistle Blower
Policy is displayed on the Company''s website at www.
chandandiagnostic.com.
No individual in the Company has been denied access to
the Audit Committee or its Chairman during the FY 2024¬
25
There were no instances of reporting under the Whistle
Blower.
The Whistle Blower Policy of the Company is available on
the website of the Company at www.chandandiagnostic.
com.
PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for
Prevention of Insider Trading with a view to regulate
trading in securities by the Directors and designated
employees of the Company. The Code requires pre¬
clearance for dealing in the Company''s shares and
prohibits the purchase or sale of Company shares by
the Directors and the designated employees while in
possession of unpublished price sensitive information in
relation to the Company and during the period when the
Trading Window is closed. The Board is responsible for
implementation of the Code. The Code is displayed on
the Company''s website at www.chandandiagnostic.com.
PROCEEDINGS INITIATED/PENDING AGAINST YOUR
COMPANY UNDER THE INSOLVENCY AND BANKRUPTCY
CODE, 2016
There are no proceedings initiated/pending against
your Company under the Insolvency and Bankruptcy
Code, 2016 which materially impact the Business of the
Company.
DETAILS OF REPORTING OF FRAUD BY AUDITOR
There are no instances of Fraud/ Suspected Fraud
committed against the Company by the Officers or
employees of the Company has been detected by
the Auditor as required under Section 143(12) of the
Companies Act, 2013 read with Rule 13 of the Companies
(Audit and Auditors) Rules, 2014.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
According to Section 134(5) (e) of the Companies Act,
2013 the term "Internal Financial Control (IFC)" means the
policies and procedures adopted by the Company for
ensuring the orderly and efficient conduct of its business,
The Company believes that internal control is a necessary
prerequisite of Governance and that freedom should be
exercised within a framework of checks and balances.
The Company has a well-established internal control
framework, which is designed to continuously assess the
adequacy, effectiveness and efficiency of financial and
operational controls. The financial control framework
includes internal controls, delegation of authority
procedures, segregation of duties, system access controls
and document filing and storage procedures.
The management is committed to ensure an effective
internal control environment, commensurate with
the size, scale and complexity of the business, which
provides an assurance on compliance with internal
policies, applicable laws, regulations and protection of
resources and assets. The control system ensures that the
Company''s assets are safeguarded and protected and
also takes care to see that revenue leakages and losses to
the Company are prevented and our income streams are
protected. The control system enables reliable financial
reporting. The Audit Committee reviews adherence to
internal control systems and internal audit reports.
Theyhave been designed to provide reasonable assurance
with regard to recording and providing reliable financial
and operational information, complying with applicable
statutes, safeguarding assets from unauthorized use,
executing transactions with proper authorization and
ensure compliance of corporate policies. It has continued
its efforts to align all its processes and controls with global
best practices.
PUBLIC DEPOSIT
The Company has not accepted any deposits from
Shareholders and Public falling within the ambit of Section
73 of the Companies Act, 2013 and rules made there under.
Hence, the directives issued by the Reserve Bank of India &
the Provision of Section 73 to 76 of the Company Act, 2013
or any other relevant provisions of the Act and the Rules
there under are not applicable.
There were no unclaimed or unpaid deposits as on 31st
March, 2025.
LISTING AND DEPOSITORY FEES
Your Company has paid Annual Listing fees for the
financial year 2024-2025 to National Stock Exchange of
India Limited (NSE) according to the prescribed norms
and regulations. Company has also paid Annual Custody
fee to National Securities Depository Limited and Issuer
fee to Central Depository Services (India) Limited for the
financial year 2024-2025.
CODE OF CONDUCT
Commitment to ethical professional conduct is a must
for every employee, including Board Members and Senior
Management Personnel of the Company. The Code is
intended to serve as a basis for ethical decision-making
in conduct of professional work. The Code of Conduct
enjoins that each individual in the organization must
know and respect existing laws, accept and provide
appropriate professional views, and be upright in his
conduct and observe corporate discipline. The duties
of Directors including duties as an Independent Director
as laid down in the Companies Act, 2013 also form part
of the Code of Conduct. All Board Members and Senior
Management Personnel affirm compliance with the Code
of Conduct annually as "Annexure - V".
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management''s Discussion and Analysis Report for the
year under review, as stipulated under regulation 34 (3)
and Part B of schedule V of the SEBI (Listing Obligation and
Disclosure Requirement) Regulation, 2015 is annexed to
this Annual Report as "Annexure - VI".
DISCLOSURE ON SECRETARIAL STANDARDS
During the period under review, applicable Secretarial
Standards, i.e. SS-1 and SS-2, relating to ''Meetings of the
Board of Directors'' and ''General Meetings'', respectively,
issued by The Institute of Company Secretaries of India
have been duly followed by the Company and have
devised proper systems to ensure compliance with the
provisions of all applicable Secretarial Standards and that
such systems are adequate and operating effectively.
PARTICULAR OF EMPLOYEES
The information required under Section 197(12) of the
Companies Act, 2013 read with Rule 5(1) of Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are annexed as Annexure VII and
forms part of this Report.
The statement containing names of top ten employees
in terms of remuneration drawn and the particulars of
employees as required under Section 197(12) of the Act read
with Rule 5(2) and 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014,
is provided in a separate annexure forming part of this
report. Further, the report and the accounts are being
sent to the Members excluding the aforesaid annexure.
In terms of Section 136 of the Act, the said annexure is
opened for inspection in electronic form. Any Member
interested in obtaining a copy of the same may write to
the Company Secretary.
DETAILS OF FRAUD REPORTED BY THE AUDITORS
During the year under review, the Statutory Auditors and
Internal Auditor have not reported any instances of fraud
committed in the Company by its officers or employees.
DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE
VALUATION
There was no one time settlement by the Company with
the Banks or Financial Institutions during the year under
review, thus, the details of difference between amount of
the valuation done at the time of one-time settlement
and the valuation done while taking loan from the Banks
or Financial Institutions along with the reasons thereof are
not applicable.
POLICY AGAINST SEXUAL HARASSMENT
Your Company has always believed in providing safe and
harassment free workplace for every individual working in
its premises through various interventions and practices.
The Company ensures that the work environment at all
its locations is conducive to fair, safe and harmonious
relations between employees. It strongly believes in
upholding the dignity of all its employees, irrespective of
their gender or seniority. Discrimination and harassment
of any type are strictly prohibited.
The Company has adopted a policy for Prevention,
Prohibition and Redressal of Sexual Harassment of
Women at Workplace in line with the requirements of
the Sexual Harassment of Women at the Workplace
(Prevention, Prohibition and Redressal) Act, 2013 (POSH
Act). The Company has complied with the provisions
relating to constitution of internal complaints committee
(ICC) under the POSH Act. All women employees are
covered under this policy. ICC has been set up to redress
complaints received regarding sexual harassment.
An Internal Compliant Committee (ICC) is in place as per
the requirements of the said Act to redress complaints
received regarding sexual harassment. All employees
(permanent, contractual, temporary, trainees) are
covered under this policy. No case has been reported
during the year under review.
The details of the complaints received during the year
under review were as follows:
|
No. of Complaints Pending at the Beginning of |
0 |
|
No. of Complaints Received and Resolved |
0 |
|
No. of Complaints Pending at the End of the |
0 |
STATEMENT ON COMPLIANCE WITH THE MATERNITY
BENEFIT ACT, 1961
The Company has complied with the provisions of
the Maternity Benefit Act, 1961, including all rules and
amendments made thereunder, during the financial year
ended March 31, 2025.
EMPLOYEE DEMOGRAPHICS DISCLOSURE
As on March 31, 2025, the employee strength of the
Company was as follows:
The above figures include all permanent employees of
the Company as on the year-end.
|
Gender |
No. of Employees |
|
Male |
867 |
|
Female |
325 |
|
Transgender |
0 |
|
Total |
1192 |
Your Company maintains a website www.
chandandiagnostic.com where detailed information
of the Company and specified details in terms of the
Companies Act, 2013 and SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015 have been
provided.
GENERAL
Your Directors state that no disclosure or reporting is
required in respect of the following matters
as there were no transactions on these items during the
year under review:
⢠Issue of equity shares with differential rights as to
dividend, voting or otherwise.
⢠Issue of shares (including sweat equity shares) to
employees of the Company under any scheme.
The Company does not have any scheme of provision of
money for the purchase of its own shares by employees
or by trustees for the benefit of employees.
ACKNOWLEDGEMENT
Your Directors wish to place on record their gratitude
for the valuable guidance and support rendered by
the Government of India, various State Government
departments, Banks and stakeholders, including, but not
limited to, shareholders, customers and suppliers, among
others. We place on record, our appreciation of the
contribution made by our employees at all levels.
The Directors take this opportunity to place on record their
deep sense of appreciation for the total commitment,
dedication and hard work put in by the employees of the
Company. Lastly, your directors are deeply grateful for the
continuous confidence and faith shown by the members
of the Company.
For & On Behalf of Board of Directors
Chandan Healthcare Limited
Asmita Singh
(Managing Director)
DIN: 01098055
Date: 05.09.2025
Place: -Lucknow
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